UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 6, 2019
MID-CON ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
| | |
Delaware | 001-35374 | 45-2842469 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2431 E. 61st Street, Suite 850
Tulsa, Oklahoma
(Address of principal executive offices)
74136
(Zip code)
(918) 743-7575
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
|
| |
☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
Common Units Representing Limited Partner Interests | MCEP | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On December 6, 2019, the Partnership and its lenders entered into Amendment No. 14 to that certain Credit Agreement, dated as of December 20, 2011, among Mid-Con Properties, LLC, as borrower, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement Amendment”).
The Credit Agreement Amendment, among other changes,
| • | Extends the Maturity Date to May 1, 2021; |
| • | Decreases the Borrowing Base from $110 million to $95 million; |
| • | Institutes a Borrowing Cap of $85 million and requires the Partnership to have a Consolidated Funded Indebtedness to Consolidated EBITDAX of less than 3.0 to 1.0 to make any borrowings above the Borrowing Cap; and |
| • | Requires the Partnership’s Leverage Ratio of Consolidated Funded Indebtedness to Consolidated EBITDAX not to exceed: |
| o | 4.0 to 1.0 for the quarter ending December 31, 2019, |
| o | 3.75 to 1.0 for the quarter ending March 31, 2020, and |
| o | 3.5 to 1.0 for the quarter ending June 30, 2020 and thereafter. |
The description of the Credit Agreement Amendment contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 7.01 | Regulation FD Disclosure |
On December 10, 2019, Mid-Con Energy Partners, L.P. (the “Partnership”) issued a press release announcing the entry into the Credit Agreement Amendment A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The information disclosed in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits |
| | | | | | | | | | |
(d) | | Exhibits | | | |
| | | | | |
10.1 | | Amendment No. 14 to Credit Agreement dated as of December 6, 2019, among Mid-Con Energy Properties, LLC, as Borrower, the Partnership as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent and the lenders party thereto. | | | |
| | | | | |
99.1 | | Press release dated December 10, 2019. | | | |
| | | | | |
| | | | | |
| | | | | |
SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
| | | | | | |
| | | MID-CON ENERGY PARTNERS, LP |
| | | By: | Mid-Con Energy GP, LLC |
| | | | its general partner | | |
| | | | | | |
| | | | | | |
Dated: | December 10, 2019 | By: | /s/Charles L. McLawhorn, III |
| | | | Charles L. McLawhorn, III |
| | | | Vice President, General Counsel and Secretary |
